SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1997 Commission File No. 0-16056 TRUDY CORPORATION 353 MAIN AVENUE NORWALK, CONN. 06851 Incorporated in the State of DELAWARE Federal Identification No. 06-1007765 Telephone: (203) 846-2274 Trudy Corporation has filed reports required to be filed by section 13 or 15 (d) of the Securities Act of 1934 during the preceding twelve months and has been subject to such filing requirements for the past year. SHARES OUTSTANDING AT September 30, 1997 Common Stock, $.0001 par value 324,457,249 shares TRUDY CORPORATION INDEX PAGE NUMBER PART I. FINANCIAL INFORMATION Unaudited Balance Sheets - June 30, and September 30, 1997 ............................................... 2 Unaudited Statements of Operations - Three months ended and six months ended September 30, 1996 and September 30, 1997 .......... 3 Unaudited Statements of Cash Flows - Three months ended September 30, 1996 and September 30, 1997 ........................ 4 Note to Unaudited Financial Statements ............................... 5 Management's Discussion and Analysis ................................ 6,7 PART II. OTHER INFORMATION ........................................... 7 SIGNATURES ............................................................. 8 TRUDY CORPORATION BALANCE SHEET - UNAUDITED Sept 30 June 30 1997 1997 ASSETS (unaudited) (unaudited) ----------- ----------- Current assets: Cash $ 20,556 $ 231 Accounts receivable, net (June 30, 56,267; Sept 30, 62,639) 1,247,460 397,448 Inventories 1,886,864 1,550,387 Prepaid expenses 426,937 110,767 Deferred income taxes 40,000 40,000 ----------- ----------- Total current assets 3,621,816 2,098,833 ----------- ----------- Net property, plant and equipment 77,527 69,899 Other assets: Deferred income taxes 216,000 216,000 Pre-publication expenses 391,280 391,123 ----------- ----------- Total Assets $ 4,306,623 $ 2,775,855 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Note payable 1,390,373 671,979 Current portion of notes to related parties 375,990 362,443 Current portion of long-term debt 11,369 13,000 Accounts payable & accrued expenses 897,133 372,018 ----------- ----------- Total current liabilities 2,674,865 1,419,440 Notes payable to related parties 156,210 153,676 Long-term debt, net of current portion 49,463 25,313 ----------- ----------- Total liabilities 2,880,538 1,598,429 ----------- ----------- Stockholders' equity: Common stock, par value $.0001; 850,000,000 shares authorized; 324,457,249 shares issued and outstanding 32,446 32,446 Capital in excess of par value 3,993,698 3,993,698 Deficit (2,600,059) (2,848,718) ----------- ----------- Total stockholders' equity 1,426,085 1,177,426 ----------- ----------- Total liabilities and stockholders' equity $ 4,306,623 $ 2,775,855 =========== =========== SEE NOTES TO FINANCIAL STATEMENTS 2 TRUDY CORPORATION STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended ------------------------------ ------------------------------ September 30 September 30 September 30 September 30 1997 1996 1997 1996 ------------- ------------- ------------- ------------- Net sales $ 1,581,553 $ 1,180,598 $ 2,257,408 $ 2,171,306 ------------- ------------- ------------- ------------- Operating costs and expenses: Cost of sales 849,077 658,797 1,245,363 1,115,414 Selling, general and administrative 451,585 438,575 819,350 789,622 ------------- ------------- ------------- ------------- 1,300,662 1,097,372 2,064,713 1,905,035 ------------- ------------- ------------- ------------- Profit from operations 280,891 83,226 192,695 266,271 ------------- ------------- ------------- ------------- Other income (expense): Interest expense (25,182) (9,858) (38,125) (5,191) Other income 1,440 934 10,084 1,022 Other expense (depreciation) (2,832) (3,948) (5,639) (9,897) Relocation expenses 0 (68,888) 0 (116,116) ------------- ------------- ------------- ------------- (26,574) (81,760) (33,680) (130,182) Profit before tax 254,317 1,466 159,015 136,089 Provision for income tax 5,658 0 5,658 0 Net profit (loss) $ 248,659 $ 1,466 $ 153,357 $ 136,089 Deficit - beginning of period (2,848,718) (2,970,470) (2,753,416) (3,105,093) ------------- ------------- ------------- ------------- Deficit - end of period (2,600,059) (2,969,004) (2,600,059) (2,969,004) ============= ============= ============= ============= Net profit/(loss) per share $ .000766 $ 0.000005 $ 0.000473 $ 0.000427 ============= ============= ============= ============= Weighted average number of shares outstanding 324,457,249 318,457,249 324,457,249 318,457,249 ============= ============= ============= ============= SEE NOTES TO FINANCIAL STATEMENTS 3 TRUDY CORPORATION STATEMENT OF CASH FLOWS (UNAUDITED) Six Months ended Sept. 30 -------------------------------- 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Profit $ 153,357 $ 136,089 ----------- ----------- Adjustments to reconcile net profit to net cash used in operating activities: Depreciation and amortization 15,025 9,897 Provision for losses on accounts receivable 7,639 10,712 Changes in assets and liabilities: Accounts receivable (1,081,402) 154,799 Inventories (482,274) (129,164) Prepaid expenses and other current assets (357,447) (77,833) Accounts payable and accrued expenses 529,085 (361,644) ----------- ----------- Net cash (used)/provided in operating activities (1,216,017) (257,144) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Pre-publication and royalty advances (49,507) (7,898) Dispositions/(additions) to property, plant & equipment (17,602) 119,064 ----------- ----------- Net cash provided by (used in) investing activities (67,109) 111,166 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from loans - short term 1,275,377 106,649 Proceeds/(payment) of long term debt 25,365 (7,222) ----------- ----------- Net cash provided by financing activities 1,300,742 99,427 ----------- ----------- Net increase (decrease) in cash 17,616 (46,551) Cash, beginning of period 2,939 145,202 ----------- ----------- Cash, end of period $ 20,555 $ 98,651 =========== =========== SEE NOTES TO FINANCIAL STATEMENTS 4 TRUDY CORPORATION NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation: The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 1997 are not necessarily indicative of the results that may be expected for the year ending March 31, 1998. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended March 31, 1997. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS REVENUES Trudy Corporation's revenues for the first six months of Fiscal 1998 increased 4.0% to $ 2,257,408 compared to revenues of $ 2,171,306 in the first six months of Fiscal 1997. This increase in revenues is attributable to a broad based increase in sales through all channels, as well as the impact of mailing the mail order catalog roughly three weeks earlier this year. Sales for the second quarter were up by 34.0% to $1,581,553 compared to sales of $1,180,598 in the previous fiscal year. The dramatic sales growth is largely the result of timing issues, such that one customer ordered product later in the season than in prior years, thereby expanding second quarter sales at the expense of first quarter sales. The order backlog totaled $ 1,041,979 on September 30, 1997, up by 3.1% compared to last year's backlog of $ 1,010,700 as of September 30, 1996. This increase in order backlog is not statistically significant and is attributable to an increased order commitment by one major customer as well as a broader acceptance of the Company's new publications by a diverse selection of retailers. The entirety of this backlog was shipped in October and November. PROFIT AND LOSSES The net profit of $ 248,659 for the second quarter of Fiscal 1998 compares with the net profits of $ 1,466 for the Second Quarter of Fiscal 1997. Overhead costs are virtually unchanged from the prior year, whereas sales increased dramatically during the three months. Additionally, real estate taxes fell due to concessions negotiated with the City of Norwalk. For the six months ending September 30, 1997, the net profit was $ 153,357 in contrast to the six month profit of $136,089 in the previous year. In the prior year, both quarters were burdened with significant relocation expenses which were non-recurring. The cost of sales rose during the six months, partly due to lower margins for certain sales, higher labor costs, and higher amortization of mail order catalog costs due to an earlier mailing versus a year ago. Cost of Sales decreased to a level of 53.7% in the second quarter compared to 55.8% for the second quarter of fiscal 1997. For the six month period, cost of sales were 55.2% in FY98 compared with last year when they were 51.4%. The Profit from Operations for the second quarter totaled $ 280,891, up significantly from a profit of $ 83,226 in the quarter ending September 30, 1996. Sales rose $ 401,000 (or 34%) over the prior year while cost of sales increased only $190,000 (or 28.9%). Operating profits for the first six months of Fiscal 1998 totaled $ 192,695, down by 27.6% when compared to the profit of $ 6 266,270 in the prior fiscal year. Operating profit margins were 17.8% and 8.5% respectively for the latest three and six month periods of the current fiscal year; in the prior year the net margins were 7.0% and 12.3% respectively. Interest expense is up over prior year levels as the Company borrowed larger amounts of working capital under the line earlier in the season. The earlier borrowings were necessitated by the need to stock product in advance of shipping a large customer order which had an earlier shipping date. Depreciation expense is down in FY98 as the Company continues to dispose of its manufacturing equipment and as a result of the move to a new warehouse/office location. LIQUIDITY AND CAPITAL RESOURCES Both inventory and accounts receivable were up substantially from their levels a year ago, and inventories stood at $1,886,864 at Sept 30, 1997 compared with $1,550,387 on June 30, 1997. This 21.7% increase is the result of having to stock merchandise for growing retail sales in the Fall. Accounts receivable was up three fold from June with $ 1,247,460 outstanding at Sept 30, 1997. Management continues to be satisfied with inventory levels and with the quality of the accounts receivable. The Company has financed its growth more recently by increased reliance on its bank loan such that outstandings totaled $ 1,390,373 at Sept 30, 1997 compared with $671,979 in June of last year. PART II OTHER INFORMATION Items 1-6. Not Applicable. 7 SIGNATURES As required by Section 13 or 15(d) of the Securities Exchange Act of 1934, the President being duly authorized, has signed this report on behalf of TRUDY CORPORATION. Date FEBRUARY 11, 1998 By /s/ WILLIAM W. BURNHAM ---------------------------- William W. Burnham, President 8